MBA Programme 2006/2007

Period 1 & 3 – Jan/Feb 2007

Introduction to Business Law

Professor Jake Cohen Myriam Diakhate
Jake.Cohen@insead.edu Myriam.Diakhate@insead.edu
PM 1.27; Office: OSP A1.10
Ext: 9207 Ext: 9205

Course Objectives

Every business manager should be aware of the legal environment in which

their business operates. This course will introduce students to the legal
environment by discussing such topics as contract law, agency law,
partnership law, corporate law, securities law, antirust law, bankruptcy law,
intellectual property law and other important legal issues.

In the course we will answer questions such as the following:

What are the elements of a contract? What are the remedies for breach of
contract?
Am I am employee or an independent contractor? Why are private equity
structured as limited partnerships? What are the consequences? What are
the advantages and disadvantages of certain corporate structures? Why did
Goldman Sachs and Lazard decide to go public instead of remaining a
partnership? As a board member, what does it mean to have fiduciary duty?
What other duties do I have? Can I be liable for approving a merger
transaction? What are fairness opinions? When is shareholder approval
required? As a bondholder can I sue a company for undergoing a leveraged
buyout transaction? What are the SEC requirements for going public?
Explain the intent of the 1933 and 1934 Securities Law? What is the
Sarbanes Oxley Act of 2002 and why is it a reason for LBO transactions?
What is regulation Fair Disclosure? Can I be sued for talking to my favorite
analyst about the future of the company? What are the antitrust law and
when can a deal be blocked? Is this collusion a violation of antitrust law?
When can I agree with my competitor to share the market? Many countries
are adopting Chapter 11 type bankruptcy laws? What is Chapter 7 and 11?
Why do managers like to operate a business in Chapter 11? As a
restructuring professional what should I know? Is this a patent and what type
of protection do I have? Should I call it a trade secret instead? Why is
YouTube in possible violations of copyright law?

Business Law 1 Professor Jake Cohen

 MBA Programme 2006/2007
Period 1 & 3 – Jan/Feb 2007

The course will be useful for MBA students who intend to become general
managers, advisors to senior managers, board members, or board advisors
such as investment bankers and consultants. Please note that the course will
concentrate primarily on US law with some discussions on EU law.

Required Textbook
Smith and Roberson's Business Law. 13th Edition, Author: Richard Mann,
Barry Roberts - ISBN: 0-324-20486-8.

Description of other readings and case material which will be

distribution in class

INSEAD and HBS technical notes and cases to be distributed via the course
website.

The Grading Scheme

Midterm – Take Home 30%

Paper and Presentation 50%
Class Participation 20%

Business Law 2 Professor Jake Cohen

 MBA Programme 2006/2007
Period 1 & 3 – Jan/Feb 2007

Outline and schedule of material covered:

Session 1: Introduction to the Legal Environment of Business -

textbook chapters 1

Session 2: Contracts Law – textbook chapters 9 and 10

Session 3: Contracts Law – textbook chapters 11 - 13

Session 4: Contract Law – textbook chapters 14 - 16

Session 5: Contract Law – textbook chapters 17 and 18

Session 6: Agency Law – textbook chapters 19 & 20

Session 7: Partnership Law – textbook chapters 31 and 32

Session 8: Corporate Law – Corporate Governance – textbook chapters 33

- 35

Session 9: Corporate Law – textbook chapters 36 and 37

Session 10: Securities Law – textbook chapter 44

Session 11: The Sarbanes Oxley Act and Regulation Fair Disclosure

Session 12: Antitrust – textbook chapter 41

Session 13: Bankruptcy Law – textbook chapter 39

Session 14: Intellectual Property Law – textbook chapter 40

Session 15: Presentations – EU and Asia Law

Session 16: Presentations – EU and Asia Law

Presentations:

This is a group project. Each group should include 4 members. You will be
responsible for writing a paper on an area of EU or Asia law that is of interest
to you and is tied to the topics we discussed above. You are responsible for
producing a 10-page group paper on the legal issues and presenting it to the
class in 15 minutes. You should plan for 12 minutes of presentation and 3
minutes Q&A session.

Business Law 3 Professor Jake Cohen